kbsrii-202206160001411059FALSE00014110592022-06-162022-06-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2022
KBS REAL ESTATE INVESTMENT TRUST II, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland | | 000-53649 | | 26-0658752 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
(Address of principal executive offices)
Registrant's telephone number, including area code: (949) 417-6500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Termination of Purchase and Sale Agreement for Sale of Union Bank Plaza
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2022, on May 18, 2022, KBS Real Estate Investment Trust II, Inc. (the “Company”), through an indirect wholly owned subsidiary, entered into a purchase and sale agreement and escrow instructions (the “Agreement”) for the sale of Union Bank Plaza to Harbor Associates, LLC (the “Purchaser”). Union Bank Plaza is a 40-story office building located in Los Angeles, California containing 701,888 rentable square feet on approximately 3.7 acres of land. Pursuant to the Agreement, the Purchaser had an inspection period ending June 16, 2022 to conduct due diligence on the property.
Upon expiration of the due diligence period on June 16, 2022, the Purchaser did not deliver to the Company a notice to proceed indicating the Purchaser’s election to proceed with the transaction contemplated by the Agreement. Accordingly, the Agreement was terminated pursuant to its terms by the Purchaser on June 16, 2022. As a result, the Purchaser will receive a refund of funds deposited as earnest money toward the purchase price.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| KBS REAL ESTATE INVESTMENT TRUST II, INC. |
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| Dated: June 23, 2022 |
| BY: |
| /s/ Jeffrey K. Waldvogel |
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| Jeffrey K. Waldvogel |
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| Chief Financial Officer, Treasurer and Secretary |